Diamond in the Rough
by rdphoenix07
Summary: Spike longs for Rarity but fears she doesn't want him. Just when he feels ready to give up, he starts having dreams of her visiting him in the night and giving him pleasure. But are they dreams, or something else? *Lemon* Spike x Rarity Note: All characters have human-like anatomies in this story.


My Little Pony: Friendship is Magic

Diamond in the Rough

 _Ponyville..._

It was a beautiful day in Ponyville, the kind of day where everypony was out enjoying the sunshine and fresh air. The Pegasi soared through the air, while down on the ground Earth Ponies and Unicorns were walking around, chatting and going about their business. The Cutie Mark Crusaders were busy with their latest plan to achieve their Cutie Marks, while down at Sweet Apple Acres, the Apple Family were finishing up their chores for the day. Indeed, it was a fine day. However, one pony wasn't exactly in the greatest of moods...

Rarity stormed through the door of her shop, slamming it shut behind her. The frustrated unicorn girl stomped into her backroom, and plopped down on her couch. At the opposite end of the couch, her cat, Opal, spared a brief glance at her irate owner before resuming her nap.

"Oooohhhh, men," Rarity growled, leaning back against the couch, arms crossed over her ample bosom. "I swear to Celestia, Opal, I have the worst luck with men!"

Opal tried to ignore Rarity, wishing she would leave her alone to sleep. Frankly, Opal didn't care about Rarity's love life.

"I mean, just one decent guy! Is that too much to ask for," Rarity continued, oblivious to Opal's consternation. "Sometimes I feel like I'm doomed to die alone. Oh, cruel fate! Why do you forsake me so?"

She collapsed in dramatic flourish on the couch. Opal rolled her eyes. She really hated it when Rarity was so over-dramatic. Rarity looked up at the ceiling, contemplating over her dilemma. Despite her dramatic rant, she felt as if she were cursed in meeting men. What few guys she ended up with were total losers and letdowns. Prince Blueblood for example, had been one of the biggest letdowns. All her life she had wanted to meet a handsome prince and she thought she had found him at the Grand Galloping Gala. But that had been a disappointment right from the get-go. Not only had he been such a total loser, but he hadn't really shown her much interest. She just couldn't understand. After all, she was beautiful, she had style, not to mention a nice ass and breasts to boot. Then there had been Trender Hoof. He might not have been royalty, but Rarity had been head over hoofs about him. That pony had just as big a sense of style as she did. Unfortunately, he had fallen for her friend Applejack. Rarity cringed as she recalled how she had made a fool of herself to get his attention. In the end, neither her nor Applejack had ended up with him, not that A.J. was all that interested to begin with.

Rarity knew of some other eligible stallions out there. She smiled as she thought about Big Macintosh.

"Mm. Now there's a stallion," Rarity purred, imagining the muscled red stallion.

Unfortunately, Big Mac was somewhat shy and awkward. Sweet though he was, she figured it probably wouldn't work out. There was Applejack's cousin, Braeburn. He was cute in his own way, but, he lived way out in Appleloosa and Rarity didn't like hot and dry climates. It frizzed her mane something terrible. What other stallions she knew were spoken for, like Twilight's brother, Shining Armor. She sighed and sat up. Standing, she made her way over to the mirror and looked over her figure. She had a nice body, there was no denying that. Perhaps it was her personality? While she never said it aloud, she knew she could be pushy and a little self-centered. But for all her faults, she wasn't so bad. So why couldn't she find that special somepony?

"Here you go, Twilight," Spike said, handing her the book she had asked for.

"Thanks, Spike," Twilight Sparkle said, taking the book from him. "Hopefully this will help me figure out the spell Starlight Glimmer used on us."

Just a week ago, Twilight and her friends had been sent to a small village where they had encountered a unicorn named Starlight Glimmer who had used a spell to remove ponie's Cutie Marks. While they had managed to retrieve them, Starlight had escaped. Twilight was certain they hadn't seen the last of her. Right now she wanted to find out everything she could about the spell Starlight had used. She never knew such a spell existed. And she wanted to be prepared in case she ever had to deal with it again.

"I still can't believe there's a spell that can remove Cutie Marks," Spike remarked.

"I know," Twilight agreed. "And it makes me wonder what else Starlight might be capable of. Where did she even learn such a spell?"

"Did you talk to Princess Celestia," Spike asked.

"I did," Twilight replied. "Right after we got back, in fact. She wasn't familiar with it either. And a spell even Princess Celestia isn't familiar with worries me."

Spike nodded. He understood Twilight's concerns. After all, as a Princess, it was her duty to help maintain friendship and peace in Equestria. Still, she had been pouring through her books non-stop since she had returned. Spike always worried about her when she got like that. She tended to go for days without a good night's sleep and got majorly stressed out. He watched as she sat up and stretched, and Spike winced as he heard her muscles pop from being hunched over the book for too long. Twilight reached around and rubbed her shoulder. Spike came around behind her and started rubbing her shoulders.

"Ahhhh. Thanks, Spike," Twilight sighed. "That feels great."

"Twilight, I know it's not my place to tell you how to do your job," Spike said. "But maybe you should take it easy and take a break. When did you sleep last?"

"Um, two days ago," Twilight admitted sheepishly.

"Please, Twilight," Spike said. "Go get some rest. You know I worry about you when you push yourself too hard."

Twilight glanced over her shoulder and smiled warmly at the young dragon. Not for the first time she was glad to have Spike around to help her out.

"Okay, Spike," she said. "I suppose I could use a break." She stood up and began to make her way to her room and then stopped. "Oh, I almost forgot. I needed to give something to Rarity."

Spike immediately perked up at Rarity's name. "I'll take it to her!"

"You don't mind," Twilight asked.

"No, not at all," Spike said. "It would be my pleasure...Um, to help you out, of course."

"Okay," Twilight said. "There's a small package sitting on the table by the bookcase."

Spike went over to the table and picked up the package. "I'll get this to Rarity right away."

"Thanks, Spike," Twilight said. "I really appreciate it."

Spike nodded and then made his way to the castle's front door. Twilight watched him go and then turned to continue upstairs, yawning. She had to admit she could use a nap. Her studies could wait a little while.

Spike was practically skipping towards Rarity's shop. He was always excited when it came to Rarity. From the very first day he had laid eyes on her, he had fallen in love. In his opinion, Rarity was the most beautiful pony he had ever seen. He wanted nothing more than to be with her. He sighed. If only she felt the same. He had tried his hardest to get her to notice him, but while she was often kind to him and had even given him a cute nickname, she had never seemed interested in him in that way. Instead, she was more interested in pursuing other guys, such as trendy or attractive stallions. It didn't help that he was a young dragon, but he also wished he was a bit taller. He only just came up to Rarity's chest, though he had to admit, it was a nice view.

"I'm only fooling myself," Spike murmured, feeling his earlier excitement fading. "She'll never love me that way. We're just too different."

He looked up to see he had arrived at Rarity's shop. He reached up and opened the door. The bell rang as he entered. He glanced around but saw no sign of Rarity.

"Hello," he called out. "Anypony here?"

"Just a moment," Rarity's voice rang out from the back.

A moment later, she entered the main section of the store. Despite his earlier misgivings, Spike felt his heart skip a beat at the sight of the beautiful unicorn. She was wearing a light blue shirt and black mini-skirt, both of which accentuated her incredible curves.

"Oh, Spikey," she greeted, flashing a brilliant smile at him, causing his heart to beat even faster. She approached him, bending down slightly, allowing him a glimpse of her cleavage. "What brings you to my shop?"

"Uh...um, I, uh," Spike stammered, trying to recall why he had come here in the first place. Then he looked at the package in his hands. "Oh, uh, Twilight...package...big...beautiful..."

"I'm sorry, what," Rarity asked in confusion.

"I mean, I'm here to deliver a package from Twilight," Spike said, shaking his head to clear his thoughts, and handing her the package.

"Oh, goody," Rarity cheered. "That must be the custom designed thread I ordered. I had Twilight pick it up for me in Canterlot when she was there. But I'd been out of town the last few days, so she was holding it for me until I got back. Thank you, Spikey."

She leaned down and kissed his forehead, causing him to turn bright red.

"And be sure to thank Twilight for me, darling," she said, ruffling his head spikes.

"S-Sure," Spike said, heady from her kiss.

He turned and left the shop. Rarity watched him go. He was so cute. Sometimes she wondered if things would work out between him and her. But, no. They were too different and he was too young for her. Still, there were times when she couldn't help but wonder...

Spike made it back to the castle just as evening was setting in. The heady rush of Rarity's kiss had pretty much worn off and he was thinking more clearly now. Sometimes he wondered if Rarity flirted with him on purpose to drive him crazy or if she was just being nice. All he knew was that he had it bad for her. He stopped by the study and saw Twilight wasn't there. Good, she must still be resting up.

Spike made his way upstairs and went to Twilight's room. He peeked in and saw she was sound asleep on her bed. He crept in quietly and covered her with a blanket, careful not to disturb her. She moved slightly, murmuring in her sleep. Spike smiled. He was glad she had taken his advice to rest. With her all tucked in, he slipped out of her room and made his way towards his own room just right next door to her's.

Pulling back the blankets on his bed, Spike climbed in and lay there staring up at the ceiling, pondering over thoughts of Rarity. Once more, he wished things could work out between him and her. There was a time when he tried to forget about her and just move on. He had considered trying his luck with another dragon. Unfortunately, female dragons weren't easy to find and given his last run-in with his fellow dragons, he wondered if girl dragons wouldn't be just as wild and brash as their male counterparts. It probably wouldn't work. There were times when he had considered the other girls.

There was Twilight for starters. He had to admit that the Alicorn Princess was quite beautiful, not to mention she had been loving and caring to him over the years. He recalled how one time he had been sick and had been running a fever. Twilight had stayed by his side all through the night, nursing him back to health. But, while he loved and cared about Twilight, he wasn't in love with her. He had always seen her as more of a big sister.

Then there was Applejack. She was attractive in her own way, and Spike had to admit there had been times when he had admired her figure when she was out working in the orchard, especially when she wore those tight jean shorts and tied-up button shirt that didn't really do much to hide her breasts. But he knew they definitely wouldn't work out.

Rainbow Dash was certainly out of the question. She was tomboyish, and while not as filled out as the other girls, she had a trim and supple figure. However, the problem with Dash was that she was always flying around and more interested in competition. That, and he felt he'd never be able to keep up with her.

Now, Fluttershy, there was a pony Spike felt some definite attraction to, besides Rarity. Not only was she very sweet and kind, she was also quite beautiful and, ironically, very busty. Where most girls would love to brag about their figure, Fluttershy felt somewhat self-conscious about it. She had always been very nice to Spike. In fact from the very first time they had met, she had said Spike was cute, though he knew she meant adorable. Still, he had appreciated the compliment. Unfortunately, when it came to Fluttershy, she lived up to the second half of her name. She was incredibly shy and Spike figured she would probably be too bashful to pursue a relationship.

That just left Pinkie Pie. Spike couldn't deny that she was pretty cute. Like Fluttershy, she was quite chesty herself, albeit she was slightly plump, due to the sweet snacks she loved to eat. But it was a pleasant and cute plump and Spike actually found that quite appealing. She was also a fun pony to hang out with and very pleasant. The downside to her was that she was very random and unpredictable. Sometimes Spike wondered if Pinkie wasn't a little insane.

Yeah, each girl had their pros and cons, but ultimately, he wanted Rarity. No matter how much he tried to get over her, he just wanted to be with her more. Why couldn't things just work out for them? Even now, his mind wandered back to earlier at Rarity's store. Her dazzling smile and those beautiful blue eyes filled his thoughts. And those curves! Oh, Celestia, those awesome curves! Her mini-skirt had lifted just enough to let Spike get a quick glance at her underwear, not to mention when she had leaned down low enough to let him see down her shirt. Spike swallowed, recalling the top of her beautiful, white mounds.

Suddenly, Spike felt his penis stiffen as he imagined what her rack looked like. It strained painfully within the confines of his shorts.

"Great," he muttered. "I got an erection. Better take care of that."

Right next door, Twilight stirred and woke up. It was dark in her room, indicating night had fallen. She sat up, rubbing her eyes and noted a blanket draped over her. She didn't recall covering herself up when she had laid down. Then it dawned on her: Spike. He must have returned from Rarity's store and had checked in on her. She smiled. Spike could be so considerate. She climbed out of bed and made her way to the door. Having gotten some sleep, she was ready to resume her research. As she stepped out of her room into the hallway, she glanced to the door leading to Spike's room. He was probably asleep right now. She decided she would peek in on him real quick. As she was about to open the door, she heard something from inside his room. It sounded like...moaning? Was Spike sick or hurt? She opened the door slightly and peered inside. Her eyes widened at what she saw.

Spike was lying on his side, his hand grasping his penis, which was erect, and he was masturbating. That was why he was moaning. Twilight stared in surprise, but she realized he was at that age. She started to turn away, a slight blush on her face, and then she suddenly stopped when Spike said something that surprised her even more.

"Ahhhaa, Rarity," he moaned. "Rarity!"

Spike tensed and then let out a soft moan as he ejaculated. He lay there, gasping and sweating. Twilight covered her mouth in surprise and then quietly snuck away. She couldn't believe what she had heard. Spike had been thinking about Rarity while he was masturbating! Twilight knew Spike had feelings for Rarity, but she never realized it was that serious. Spike really had it bad. She felt awkward at having seen him pleasuring himself. Probably best to just forget what she had seen. That was Spike's business.

 _The next day..._

Twilight had her nose buried in her book when Spike came downstairs. She blushed, recalling what she had seen last night. Taking a deep breath, she turned to the young dragon.

"Morning, sleepy-head," she greeted. "How are you this morning?"

"I could ask you the same thing," Spike muttered, rubbing his eyes. "Already hitting the books, I see."

"Well, you know me," Twilight replied. She frowned, noticing he seemed a bit down. "Spike, are you okay? You seem a little downcast."

"Um, I'm alright," Spike replied. "I just...didn't sleep well."

He exited the room. Twilight set her book down, all thoughts of her studies forgotten and replaced with concern for Spike. Something was definitely bothering him and it wasn't lack of sleep. Twilight had a pretty good idea what it might be. Though she would have to wait for tonight.

The day passed quickly and soon night had fallen. Twilight was glancing through her book when Spike walked by, heading for the stairs.

"Off to bed, Spike," she asked.

"Oh, yeah," Spike replied. "I'm turning in for the night. Please, don't stay up too late studying."

"Of course," Twilight said. "Good night."

After he went upstairs, Twilight waited several moments and then went upstairs. She quietly approached Spike's door and listened. Just as she thought, she heard him moaning and calling out Rarity's name. Twilight opened the door slightly and saw him masturbating. After a few more moments, he shot his load off. Breathing heavily, he turned over onto his back, staring up at the ceiling.

"Oh, Rarity," he whispered. "Why can't you really be here with me?"

Twilight watched as he fell asleep. It was just as she had suspected. Spike was yearning for Rarity and that was causing him to be depressed. Now that she had figured out what the problem was, how could she go about fixing it? She hated seeing Spike depressed and wanted nothing more than to help him. But, how?

Spike was sound asleep, unaware of the figure walking quietly towards his bed. The figure climbed into the bed and positioned herself at Spike's groin. She grabbed the hem of his shorts and pulled them down, freeing his penis. The figure took hold of it and slowly began stroking it. All too soon, it became erect in her hand. She continued stroking it, feeling it throb in her grasp. Leaning down, the figure began running her tongue over the tip.

Spike stirred and steadily began to wake up. Was it his imagination, or did it feel like someone was licking his...He sat up and, peering into the gloom, saw someone near his groin. The figure was hunched over, and Spike felt something warm and moist engulf his member.

"Wha-What's going on," he asked. "Who are you?"

The figure looked up and a soft blue light lit up her features revealing...

"Rarity," Spike gasped.

It was indeed Rarity! She was actually here and Spike saw she was naked. Her perfect breasts were in full view as she sat up. She flashed that dazzling smile at him and placed a finger to her lips. Then she leaned back down and resumed sucking his throbbing penis. Spike could hardly believe his eyes. Rarity was here? And she was giving him a blow-job? This couldn't be real! It had to be a dream! But, if it was a dream, there was no reason he couldn't enjoy it. He lay back, reveling in the amazing sensation of oral sex. This felt way better than jacking off.

Rarity continued sucking his dick, her head bobbing up and down. Spike shivered as her tongue tickled the tip and then wrapped around it. Her mouth was so warm. It felt so good. Spike could already feel himself getting close to the climax.

"Ah! Rarity! I'm...gonna...cum," Spike panted.

Then, unable to hold it any longer, Spike shot his load off, spraying hot cum down Rarity's throat. She sat up, swallowing it. Spike lay on his back, gasping for breath. Rarity smiled at him and then leaned down, kissing his forehead...

Spike sat up in bed, gasping. Looking around, he saw no trace of Rarity. Sunlight was pouring in from the windows, signifying it was morning.

"So, it was a dream," he said. "But what a dream. Thank you, Princess Luna."

Downstairs, Twilight looked up to see Spike coming down the stairs. She was glad to see he was smiling.

"Well, somebody's in a good mood this morning," Twilight said. "Did you sleep better last night?"

"I sure did," Spike replied. "I hope you got some sleep last night."

"Yes, I did," Twilight assured him. "And as you can see, I'm not buried face-first in a book. I'm taking a little time to have some breakfast first before resuming my research."

"Good to hear," Spike said. "I think I'll go out for a while and let you study in peace. I'll see you later, Twilight."

Twilight waved goodbye as he left. She was glad he was feeling better today.

As Spike strolled through the town, his mind wandered back to the dream he had had last night. It had seemed so real, he thought Rarity had actually been in his room last night. He glanced up, spotting Rarity's shop. He stopped and glanced in the window. Rarity was busy putting together a new outfit, no doubt for a customer. Spike watched her for a moment, admiring her work. He sighed. Well, if he couldn't be with her in real life, at least he could see her in his dreams.

Rarity looked up and noticed Spike. She waved at him, enchanting him with her dazzling smile. He waved back and then moved on, leaving her to continue her work. Now he doubted his previous thought. He wouldn't object to having her in real life.

Night settled in over Ponyville and all the citizens were turning in for the night. Twilight yawned and closed her book. She had yet to find out anything regarding the spell Starlight Glimmer had used to remove Cutie Marks and the book had nothing further to offer.

"Another dead end," she sighed. "Well, I won't give up."

She stood up, stretching and then made her way upstairs. She stopped briefly at Spike's room to check on him and saw he was getting ready for bed. Then she went to her room.

Spike tossed and turned, unable to get comfortable. He turned over onto his back and tried to fall asleep. Suddenly, he felt a soft hand touch his forehead. Opening his eyes, he looked up to see Rarity standing over him, and just as before, she was naked.

"Rarity," Spike exclaimed, glancing over her shapely body.

Rarity smiled and then climbed into the bed, snuggling up next to him. Spike swallowed nervously as he felt her bosom press against him. Rarity reached down and took Spike's hands, placing them on her breasts. Spike's heart hammered in his chest as he grasped her tits. They felt so soft and warm in his hands. He squeezed them gently, caressing them as he did. Rarity let out a soft moan, and Spike felt her nipples getting stiff. Unable to resist, he leaned in and placed his mouth over her right nipple. He began suckling it, running his tongue over her erect nub. Rarity moaned again, stroking his head. Spike sucked her nipple harder, grasping her left breast. He pushed Rarity down onto her back, sucking furiously on her tit. Rarity moaned louder. She wrapped her arms around him and pressed his face into her rack. Spike pulled back and began sucking her left breast. He wanted to play with them forever. Rarity was breathing faster, no doubt getting more aroused as he suckled her tits. Finally, she let out a loud moan as she climaxed from the stimulation to her breasts. Rarity lay back, panting. Spike pulled away from her breasts and then lay his head onto her heaving rack. They were as soft as pillows. As he drifted off to sleep, he felt Rarity stroking his head lovingly...

Sunlight streamed through the window, waking Spike up. He rubbed sleep from his eyes and felt something soft under his head. He glanced down...and saw it was just a pillow. So, he'd had another dream about Rarity. He was slightly disappointed, and yet, strangely satisfied.

Twilight sat at the table, sipping a cup of tea. She yawned and swallowed some of the hot beverage. She turned to see Spike enter the room. He looked well rested and Twilight envied him.

"Morning, Twilight," he said. Then he looked back at her. "Twilight! You look exhausted. Did you get any sleep last night?"

"A little," Twilight replied, yawning.

"You really need to stop pulling these all-nighters," Spike admonished. "It's not good for you."

"I know," she said. "But I really need to do more research. Maybe one of my other books..."

"No! No more books, no more research," Spike said sternly. "You're taking the day off and relaxing. No arguments!"

"Alright, alright," Twilight said. She smiled and hugged Spike. "Thanks, Spike. At times like this, I'm really glad you're here. I don't know what I'd do without you."

Spike hugged her back. "I feel the same way, Twilight. Now, go upstairs and get some rest."

"Yes, sir," Twilight giggled, making her way up the stairs.

Spike watched her go, smiling and shaking his head. This was a twist. He was being the responsible one. Still, Twilight had always been there for him, so it stood to reason he should be there for her as well.

Spike stepped outside, breathing in the morning air. With Twilight resting, he decided to go for a stroll. As he made his way through the town, he ran into Rarity.

"Oh, Spikey," Rarity exclaimed. "Sorry for bumping into you."

"Oh, it's alright, Rarity," Spike assured her. _You can bump into me anytime._ He saw she was wearing a white shirt and a black skirt."So, how are you this morning?"

"Oh, just fine," Rarity replied. "I was actually on my way to see Twilight."

"Uh, maybe you should try tomorrow," Spike said. "Twilight's been hitting the books over the last few days, and she was exhausted. So I put her on bed-rest and told her to relax today."

"Twilight's so lucky to have you looking out for her, Spikey," Rarity giggled. "Well, in that case, would you like to have lunch with me?"

"R-Really," Spike exclaimed. "I-I'd love to."

The rest of the afternoon, Spike spent time with Rarity. They had lunch together and then enjoyed the sunny weather, walking through the streets.

"Spike," Rarity spoke up. "Can I ask you something?"

"Sure," Spike replied.

"Do you think I'm...attractive," she asked.

"Wha...What," Spike stammered.

"It's just that," Rarity explained. "I haven't had much luck when it comes to finding that special somepony. Do you think it's my looks?"

"No," Spike said. "I think you're very pretty. Beautiful, in fact."

"Then, is it my personality," Rarity persisted. "I mean, I know I'm not perfect, but surely I'm not terrible, am I?"

"No, not at all," Spike insisted. "I don't think you are. Anyone would be lucky to have you."

"Ohhhh, thank you, Spikey," Rarity cooed, hugging him.

Spike's face was pressed very close to Rarity's bosom. He could almost feel the warmth of them. It brought back to mind the dream he had had last night. He resisted the urge to touch them, not wanting to ruin the moment. Then, he felt something cold and wet hit his head. He glanced up and saw raindrops falling from the sky.

"Oh, drat," Rarity exclaimed. "Why didn't Rainbow Dash warn me it was going to rain today? Hurry, Spike! We'd better get indoors!"

She took his hand and they made their way towards her house. As he ran alongside her, Spike couldn't help but notice her nipples were visible through her wet shirt. She wasn't wearing a bra! Spike gulped, hoping he wouldn't get aroused by the sight.

 _Rarity's House..._

Both Spike and Rarity entered her house, just as the rain began to pour down even harder. Spike shut the door behind him and turned back to Rarity. His eyes fell upon her soaked shirt, revealing her nipples once again. Spike tried hard not to stare at them, his face flushed.

"Brrr! Rather a chilly rain, isn't it," Rarity said, shivering. She noticed Spike seemed a little flustered. "Spikey, are you alright? You look a little flushed. Are you running a fever?"

She leaned down and placed her hand on his forehead. Spike blushed even more. Her chest was really close now, and he could see her nipples even more.

"Um, R-Rarity," he said, trying to tear his gaze from her chest. "Your, uh..."

"Hm? My what," Rarity asked. Then she noticed he was staring at her chest. She glanced down and saw her nipples were in sight through her shirt. "Oh, my!" Hastily, she crossed her arms over her chest. "Oh, how embarrassing!"

Spike quickly averted his eyes. "S-Sorry. I-I didn't mean to look."

"No, it's alright, Spike," she said. "I forgot to put on a bra this morning. But then again, I didn't expect it to rain today." She grabbed a towel and gave it to him. "Here you go. While you're drying off, I'm going to go change into something else."

Spike watched her head upstairs to her bedroom and then started toweling off. He shivered slightly. As a dragon, he really didn't like being cold. While he dried off, he gazed out the window, watching the rain fall. He'd have to wait for it to let up before heading back to the castle.

"Ah, that's much better."

Spike turned around to see Rarity coming down the stairs. She was wearing a white bathrobe and her mane was wrapped in a towel. Spike couldn't help but notice that the front was opened just slightly and he could see the top of her breasts.

 _I swear she's doing this on purpose,_ Spike thought.

"Looks like it's still coming down," Rarity remarked, glancing out the window. "Do you want to wait here, Spike? Or, if you need to get back to the castle, I could lend you an umbrella."

"Um, I'm sure the rain will stop soon enough," Spike said. "I'll just wait here. I hope that's not a problem."

"Oh, not at all," Rarity assured him. "To be honest, I wouldn't mind a little company."

She sat down on the couch, placing one leg over the other. Spike had to admit, she had some nice legs. Rarity smiled at him and patted the spot next to her.

"Well, don't be shy, Spikey. Come sit down."

Spike nervously made his way over and sat down next to her. As he sat there, he caught a whiff of what smelled like honeysuckles. Had Rarity put on perfume? Not that he was complaining, it smelled good.

"So, you mentioned Twilight was studying hard," Rarity spoke up. "What was she researching?"

"Oh, uh, she was trying to find out more about the spell Starlight Glimmer used on you and the others," Spike replied.

"Oh, yes, I remember," Rarity said. "That dreadful spell that stole our Cutie Marks. I never imagined such horrible magic existed. Thank goodness we were able to get them back."

They sat there in silence, the rain outside the only noise. Spike wondered if maybe he shouldn't say something. Try to make some attempt at conversation. He was about to speak up when he noticed Rarity was crying.

"Rarity, what's wrong," he asked, concern tinging his voice.

"Oh, don't mind me, Spikey," Rarity replied, wiping the tears from her eyes. "I don't want to burden you with my problems."

"If something's bothering you, you can tell me," Spike said. "I hate to see you upset."

Rarity sniffled, smiling at the young dragon. "You're so sweet, Spike. If only I could find someone like you."

Spike felt slightly dejected. He wanted to ask Rarity why she couldn't give him a chance? Why did it necessarily have to be another pony? After all, he had told her time and again what he thought of her. And she was always so nice to him, too. Why? Why couldn't they be together?

"Spike? Are you alright," Rarity asked. "Is there something on your mind?"

"Rarity, do you not like me," he asked.

"What? Spike, how can you even say that," Rarity exclaimed. "Of course I like you."

"Then why can't you give me a chance," Spike said. "You just said you wished you could find someone like me. Why does it have to be a pony?" He slumped dejectedly. "Is it because I'm a dragon? Or that I'm short? Or too young?"

"Spike, what is this all about," Rarity asked.

"Can't you see," Spike exclaimed. "I'm in love with you, Rarity! I fell in love with you the day I first met you!" His voice took on a sad tone. "You mean to say you never noticed? I guess I was just fooling myself."

He glanced out the window and saw the rain had stopped.

"Sorry to bother you," he said. "I'll just go now."

He turned and made his way to the door.

"Spike," Rarity called after him. "I...I never realized..."

"No, you didn't," Spike said, bitterly. "Why should you? I'm just a pathetic, little dragon. I don't deserve you."

He let himself out, not even noticing the hurt expression on Rarity's face.

Twilight was down in her study rearranging some of her books. Yes, she had promised not to study but that didn't mean she couldn't do something else. Besides, she was bored and needed something to do. She hastily dropped a book when she heard the door slam shut. She turned around and saw Spike walk past the door.

"Hey, Spike," she called out. "Where were...Spike?"

She rushed to the door and caught sight of the young dragon as he ran up the stairs. A second later, she heard the door to his room slam.

"Uh-oh," she said. "I wonder what happened."

She rushed up the stairs and went straight to Spike's room. Even before she opened the door she could hear Spike crying. Twilight opened the door and went inside and found Spike sitting on his bed, his back to her. She heard him sobbing softly.

"Spike? What's wrong," Twilight asked as she approached.

Spike sniffed and turned to face her. The sad expression on his face tore at her heart. She sat next to him and hugged him.

"Are you okay," she asked. "What happened?"

"Nothing," he whispered.

"Spike, come on," Twilight said. "I know something's bothering you. You can tell me."

"Why doesn't Rarity love me, Twilight," he sobbed. "I love her, but she only wants some pony who's muscle-bound or rich! She told me she wants a guy like me, but...I guess I'm just not good enough for her!"

"Oh, Spike, don't say that," Twilight said. "I'm sure Rarity cares about you."

"I just...want to be alone right now," he said, sniffling.

"Okay, Spike," Twilight said. "Why don't you try to get some sleep. If you need anything, I'll be in my room."

Spike nodded and then lay down, curling up on his side. Twilight let herself out and sighed. She hated seeing Spike like this. She had to do something.

Spike awoke during the night. For some reason he felt he wasn't alone. Glancing around, he saw Rarity approaching his bed. No, not Rarity, just a dream. But at this moment he was actually glad to see her. At least this Rarity showed him some affection. Spike scooted aside as Rarity sat on the edge of his bed. She smiled at him and reached out, stroking his face. Her touch was so soft and gentle. She leaned in and kissed his forehead, gently pushing him onto his back. As Spike lay there, Rarity lay on top of him, her soft bosom pressing against his chest. She leaned down and pressed her lips to his. Spike kissed her back, reveling in the warmth of her soft lips. As she kissed him, Rarity began massaging her breasts against his chest. The feeling caused Spike to become aroused. Celestia, he wanted her so badly!

Unable to stand it anymore, Spike grabbed Rarity and placed her on her back. Rarity let out a gasp and stared up at him in surprise. Spike fumbled with his shorts and yanked them down, releasing his erect penis. Rarity's eyes widened as she realized what he was going to do. She placed her hand on his chest, halting him. Spike looked downcast.

"Even in my dreams you don't want me," he said.

Rarity remained silent, then, smiling warmly at him, she lay back down and spread her legs invitingly.

"Y-You mean it," Spike said. "I can..."

Rarity nodded, indicating her waiting vagina. Spike moved in between her legs, his heart pounding with excitement. He placed the tip of his penis against her opening, then he pushed in. Rarity cried out as he penetrated her. Spike waited a moment, and then steadily he began thrusting into her. Her insides were so hot and tight. Even if this was a dream, he was going to enjoy every second of it. He continued pumping her, eliciting moans of pleasure from her. Rarity was flat on her back, hands clenching the sheets, her large breasts bouncing each time he thrust his member into her pussy. He plunged his shaft in deeper, panting with barely contained lust. Rarity's insides began to tighten more as she got closer to her limits. Spike was also getting close. He could feel the buildup of semen in his tip.

"I'm...gonna...cum," Spike panted.

"N-Not inside," Rarity moaned. "Cum...outside!"

Spike hesitated a moment. That was the first time Rarity had spoken and her voice sounded...different. Shaking his head, he resumed thrusting, feeling the oncoming orgasm. Rarity cried out, tensing up as she climaxed. Then, with one final thrust, Spike pulled out and shot off his load, coating Rarity's face and breasts. The young dragon collapsed on top of Rarity, gasping. Beneath him, Rarity was also breathing hard, trying to catch her breath. Spike glanced at her face...and gasped in surprise: It wasn't Rarity!

"T-Twilight?"

Laying under Spike wasn't Rarity, but Twilight. The Alicorn Princess gazed up at Spike, a mixture of regret and shame on her face. Spike climbed off her and she sat up, covering her bare breasts with her arm.

"W-What's going on here," Spike asked. "What kind of dream is this?"

"It's not a dream, Spike," Twilight replied, unable to look at him. "It's real. All of it has been real."

Spike realized what she meant. The other moments with Rarity hadn't really been her or a dream, it had been Twilight...

"The whole time," Spike asked, devastated.

"The whole time," Twilight said. "For the last few nights it's been me, not Rarity."

"But...But how," Spike exclaimed. "Why?"

"I used a spell to disguise myself as Rarity," Twilight explained. "I was able to maintain it the other times, but I couldn't this time. I lost my concentration when I...orgasmed. As for why, I did it for you. You were so depressed about Rarity, I hated seeing you like that. So, I disguised myself as Rarity and...well, you know."

"How could you do that," Spike said. "I actually believed it was Rarity! I wanted my first time to be with her!"

"I never meant for it to go this far," Twilight said. "I just wanted to make you feel better. I had no intention of actually...having sex. But you looked so sad when I stopped you and I just..."

"So, it was out of pity," Spike said, bitterly.

"No, Spike, it wasn't pity," Twilight said. "I just wanted you to be happy. I never meant to hurt you."

"Well, you failed," Spike said. "I feel even worse now. Rarity wants nothing to do with me and now you betrayed my trust."

Spike, please," Twilight said, placing her hand on his shoulder.

"Just leave me alone," Spike yelled, pushing her hand away. "Get out of my room!"

Twilight looked hurt, but he didn't notice. Standing up, Twilight left, closing the door behind her, trying hard not to listen to the sound of Spike crying. She went to her room and collapsed onto her bed, sobbing. She felt horrible. She had hurt Spike and now he hated her.

"What was I thinking," she whispered into her pillow. "Why did I think this was a good idea? Oh, Spike, I'm so sorry."

 _The next day..._

Twilight had awakened and the first thing she did was go straight to Spike's room. She knew she had to try to make amends with him. She reached out and knocked on his door.

"Spike," she called out. "Are you awake?" Silence. Either he was still asleep, or he was ignoring her. "Spike, please, we really need to talk about this. I'm really sorry about what I did."

"Go away," Spike's voice replied. "I don't want to talk right now."

Twilight felt dejected. "I really am sorry, Spike. I'll...leave you alone."

She turned away and then made her way downstairs. She passed by her study, though books were the last thing on her mind. She needed to figure out a way to fix this. Her effort to help Spike had backfired horribly. She pounded her fist against the wall, angry and frustrated with herself. In hindsight, she could have helped Spike in a different way. So why had she gone through with it in the first place? She certainly wasn't in love with Spike. But she did love and care for him. They had been together since the day he had hatched. She had been like a big sister to him. Sometimes almost like a mother too. She had cared for him when he had gotten sick, had been there for him when he was feeling down. He had always been grateful to her, that was clear. No wonder he felt so hurt and betrayed. She had done what she did with the best of intentions, but it had been a disaster. She had to set things right somehow. Then it occurred to her: Rarity! If there was anypony Spike would open up to besides Twilight, it would be Rarity. Besides, when she thought about it, this whole thing had started because of Spike's feelings for her. Yes, Rarity was her only hope now. Though it would mean bearing her soul to her and telling her what had occurred over the last few days.

 _Rarity's house..._

Rarity sighed as she looked over her latest order. She had been working on it since this morning, but her heart just wasn't in it. Her mind kept wandering back to yesterday and her conversation with Spike. She couldn't forget his confession to her...or the hurt tone in his voice. She felt lousy. How could she not have noticed? It's not like she hadn't considered Spike sometimes. In fact there were times when she did consider dating him. After all, he was cute and a real sweetheart. And he always complimented her. But for some reason she felt hesitant. Was it fear and doubt? She really didn't have a problem with him being a dragon. Celestia knew, she wasn't a Speciest.

" _I don't deserve you."_ Spike's words echoed through her mind.

"Maybe...I don't deserve him," she lamented.

She looked up at a knock on her door. Setting her sewing materials aside and removing her glasses, she went over to the door and opened it, revealing Twilight.

"Why, Twilight," Rarity said. "What brings you here?"

"We need to talk, Rarity," Twilight replied. "May I come in?"

Twilight sat down on Rarity's couch while the unicorn made herself comfortable in an armchair.

"So, what's on your mind, darling," Rarity asked.

"It's about Spike," Twilight said.

"Oh, dear. Is he alright," Rarity asked. "He seemed pretty upset when he left here yesterday."

"He was, actually," Twilight replied. "He was under the impression you didn't care for him at all."

"Oh, poor Spikey," Rarity said. "Now I really feel terrible."

"And I'm afraid I made things worse," Twilight continued. "You're really not going to like what I'm about to tell you."

"You did WHAT," Rarity shrieked, causing Twilight to flinch. "Twilight Sparkle, I can't believe you, of all ponies, would do something like that! What were you thinking?"

"Obviously, I wasn't thinking," Twilight replied quietly. "I'm sorry, Rarity."

"I should say so," Rarity said. "Bad enough you tricked Spike, but you also used me to do it! Have you no shame?"

"Don't you think I feel bad enough already," Twilight shouted, leaping to her feet and surprising Rarity. "I feel horrible! I'm a terrible person! I betrayed someone who's been like a brother to me and involved my friend in this as well!" She collapsed onto the couch, sobbing. "I just wanted to help him. But I messed up. And now he hates me. Oh, Celestia, what have I done?"

Rarity felt her earlier anger dissipate. If she were honest with herself, she shared some of the blame. After all, Spike was in love with her and she hadn't reciprocated that love. And Twilight, worried about Spike, had tried to give him what he wanted to make him feel better. She had even given up her own virginity for Spike. She didn't condone Twilight's actions, but at the same time, she couldn't blame her for wanting to help someone she cared about. She sat down next to Twilight, placing her arm around the sobbing Alicorn's shoulder.

"Twilight," she said. "I can't say that what you did was the best way to help Spike. But, you did it because you care about him, even to the point where you willingly gave up your virginity for him. I imagine that wasn't easy for you. I suppose I didn't help matters any. I hurt Spike as well. I should have paid more attention to his feelings for me. Instead I just treated him like a child and went on about other men, men who turned out to be total busts. I had a good guy right in front of me the whole time. He must hate me, too."

"No, he doesn't," Twilight said, wiping the tears from her eyes. "He still loves you. Though I think he's given up any hope of being with you, especially after last night. If anything, he hates me more."

"Don't say that, Twilight," Rarity said. "He might be upset with you, maybe even a little hurt, but I know he could never hate you. Not after you've been there for him his whole life."

"Can you go talk to him, please," Twilight asked. "He won't talk to me right now. Maybe if you talk to him first, he might be willing to talk to me."

"Well, I suppose so," Rarity said. "I need to clear the air with Spikey as well."

"Thanks, Rarity," Twilight said. "And, again, I'm really sorry for using you like that. I don't blame you if you never forgive me."

"Oh, Twilight," Rarity said, hugging her. "I'm still a little shocked, to say the least. But, I forgive you. I probably would have done the same thing in your place. One thing we can both agree on, is that we both really care about Spike."

Twilight smiled. "That's true."

Spike woke up as someone knocked on his door. He hadn't realized he had drifted off to sleep. A second knock sounded out. It was probably Twilight again.

"Leave me alone, Twilight," Spike said.

"It's not, Twilight, Spikey."

"Rarity," Spike exclaimed.

He jumped out of bed and rushed to the door. Opening it, he saw it was Rarity. At least, he thought it might be her...

"Wait. How do I know that's really you, and not Twilight," Spike asked.

"It's really me, Spikey," Rarity said. "Twilight's downstairs at this very moment. She really wants to talk to you."

"Well, I don't want to talk to her," Spike said, going back into his room.

Rarity followed after him. This was going to be tougher than she thought.

"Spike, I know you're upset," Rarity said. "Twilight told me everything."

"And did she tell you how she used your likeness to trick me," Spike asked, his back to her.

"Yes, she did," Rarity replied. "Believe me, I was very upset when she told me what she did. But, like a good friend, I forgave her. She was genuinely sorry and really feels bad about what she did. Spike, I know it feels like she betrayed you, but you also have to understand she did it because she cares about you."

"How can you stand there and defend her," Spike exclaimed. "What she did was unforgivable!"

"Oh, for Celestia's sake," Rarity said. "Enough is enough. Spike, you listen to me! Regardless of what she did, Twilight loves you and would never intentionally hurt you! She even gave up her virginity for you!"

"Well, she took mine," Spike protested, tears in his eyes. "I wanted to save my first time for you! But maybe she did me a favor. I'll never have a chance with you."

Suddenly, Spike found himself being embraced by Rarity. She held him close to her, stroking his head.

"Oh, Spike," she whispered. "I'm so sorry. I've hurt you, too. I never took your feelings into consideration. I've been so selfish. And here I'm supposed to be the element of Generosity. You must hate me so."

"N-No, I don't hate you," Spike said, pulling back slightly to look up at her. "I could never hate you. You're so beautiful and you've always been so nice to me. It's just...I always felt down when you never considered me as someone you could love."

"You're right," Rarity said. "I never considered you, and I feel bad about it. After you left my house yesterday, I started thinking about you and me. And I realized, I was a fool for not seeing it a lot sooner. I'm sorry, Spike. If you can find it in your heart to forgive me, I want to be with you."

"You...you really mean that," Spike asked.

Rarity smiled and leaned in, kissing him. Then she pulled back. "Yes, I mean it."

Spike could hardly believe it! Not only had Rarity said she wanted to be with him, but she had also just kissed him.

"Rarity," he said, embracing her.

Rarity smiled, holding him. She leaned in close and whispered, "So, shall we go over to the bed, Spikey?"

"Wha-What," Spike stammered, not sure he had heard her correctly.

"You heard me, sweetie," Rarity giggled. She took his hand and led him over towards the bed, his heart pounding in his chest.

Rarity sat Spike on the bed and stood in front of him. With a seductive smile, she pulled her shirt off, her perfect breasts bouncing as they came free. Spike took a moment to admire them. They were quite large and perfectly round and bountiful, with purplish nipples. He couldn't take his eyes off her luscious mounds. Just the mere sight was enough to give him an erection.

"I take it from your reaction you like what you see," Rarity said, gazing down at his boner. "Well, there's more where that came from, darling."

She turned around, giving Spike a good view of her ass. Spike swallowed, noting just how tight her pants were. Rarity unbuttoned them and then slowly pulled them down, teasing him. Soon her black lace panties came into view. They were tight and clung to her, accentuating her perfect ass.

"Whoa," Spike whispered, mesmerized by her ass.

Rarity smiled over her shoulder. "What do you think, Spikey?"

"Uh, uh, I, uh..." Spike stammered, unable to speak.

Rarity giggled and turned around, bringing her rack back into view. "Oh, you're so cute. Now then, let's have a look at this."

She knelt down on the floor in front of Spike. Reaching up, she grabbed his shorts and pulled them down, freeing his penis. She stared at it, eyes widening in surprise.

"Oh, my," she gasped. "It's so big."

Spike blushed slightly, yet also feeling a surge of pride. Rarity took hold of it, wrapping her elegant fingers around the shaft. It felt thick and hot in her grasp. Slowly, she began to stroke it. Her hand moved up and down, stimulating him more. Then she moved in closer, bringing her mouth right up to his member. She ran her tongue lightly across the tip, tickling it and causing Spike to shiver in pleasure. Then he moaned loudly as she engulfed his dick in her mouth. She sucked and slurped it loudly, her head bobbing up and down.

"Oh, wow," Spike moaned. "Rarity, that feels awesome!"

"Mmm," Rarity said, pulling back. She stroked his shaft, smiling. "If you think that feels good, darling, then you'll really love this."

Rarity grabbed her breasts and placed them over his penis. Then she placed his member in between her twin mounds, smothering it.

"Whoa," Spike said. "That's even better."

"I thought you might like it," Rarity said, massaging her tits against his shaft. Then she moved in closer and engulfed his tip, sucking on it, while she continued to rub her breasts against his member.

Spike leaned back, quivering with pleasure from the stimulation. Between the soft, warm breasts and Rarity's hot mouth, he didn't know which felt the best. Either way, he was enjoying it. This was way better than any dream!

"Oh, yeah, that feels great, Rarity," Spike said. "I'm about to cum!"

Rarity massaged him faster, feeling him quiver as he got closer. Then, he cried out, a thick stream of semen shooting into her mouth. Rarity gasped as she pulled back, hot cum coating her face and dripping onto her breasts. Spike sat back, gasping for breath, head spinning from the rush of ejaculation. Rarity licked her lips and then lapped up the cum off her breasts.

"Mmm. So that's what dragon cum tastes like," she said, swallowing it. "You really shot off quite a load, Spikey."

"It...It felt so good," Spike said.

"Glad to hear it, darling," Rarity said. She smiled as she noticed his penis was still standing to attention. "And you're still rock hard. But we'll get back to this bad boy in a little while. Right now..." She stood up and pulled her panties down, allowing Spike a good view of her nether regions. "...I want you to make me feel good."

She placed one foot on the bed and brought her pussy up close to his face.

"Go on, Spikey," she whispered, panting slightly. "I think you know what to do."

Spike nodded. Oh, he knew what to do alright. He didn't go right for her vagina at first though. No, he was going to work his way towards it. He began by leaning in and kissing her legs. They were so smooth. He worked his way upwards, running his tongue lightly along her inner thigh.

"Mm. That's very nice, Spikey," she purred. "Keep it up."

Soon Spike reached her nether regions. He took a moment to gaze at her womanhood. Reaching out, he ran his finger lightly across her pink folds. It was already flowing from the anticipation. He pushed his finger in, causing Rarity to moan lightly. Spike teased her pussy more, thrusting his finger in further, stimulating her. Her juices were really flowing now. Spike pulled his finger out and then licked it. Immediately, he moved in and pulled her onto her back, and then began lapping at her orifice greedily, slurping loudly.

"Ohhhhh, Spike," Rarity moaned. "Ahhhaaa! That feels so good! More! Eat my pussy more!"

Spike obliged, burying his face in further, his tongue probing her vagina deeper, lapping her juices up. She tasted so sweet, and the scent of her pheromones was driving him wild.

"I...I'm almost...there," Rarity panted, squirming and writhing, hands clenching the sheets. "I'm...I'm cummingggahhhhhhhh!"

Rarity tensed for a moment, her body quivering from orgasm. Then she relaxed, gasping for breath. Spike pulled away from her nether regions, also gasping.

"Oh, sweet Celestia," Rarity gasped. "I can't believe how hard I orgasmed. Nicely done, Spikey."

Spike gazed over Rarity's body and his eyes fell on her heaving rack. He licked his lips. He really wanted to play with them. Rarity noticed his lingering gaze and where it was directed. She smiled and motioned him towards her. Spike practically dived onto her. He grabbed her bountiful bosom, squeezing and caressing them.

"Easy now, darling," Rarity said. "I know you're excited, but be gentle with them."

"Sorry," Spike said. "It's just, you have some amazing tits, Rarity."

"Why, thank you, Spikey," she giggled. "Play with them all you want."

Spike was more than happy to do just that. He gently caressed her soft rack, squeezing them.

"Hey, Rarity," Spike asked. "Is it alright if I suck on them?"

"Sure, go ahead," Rarity said.

Spike leaned down and placed his mouth over her breast and began sucking on it, running his tongue over her erect nipple. Rarity moaned in pleasure. Spike continued suckling her, pinching her other nipple.

"Mmm. They taste good," Spike said, pulling back for a moment. "And they're so warm and soft."

"I'm glad you're enjoying them, Spikey," Rarity said. She reached down and stroked his erection. "So, are you ready for the main event, darling?"

"Y-You mean..." He gazed down at her vagina.

Rarity spread her legs, rubbing her pussy. "I'm ready when you are."

Spike swallowed nervously, nodding. He placed himself in between her legs and then brought his penis up to her orifice, rubbing it against her folds.

"I-I'm gonna put it in, Rarity," he said.

"This is my first time, Spikey," Rarity said. "Please, be gentle."

Spike took a deep breath and then pushed in, penetrating her. Rarity cried out as his shaft moved in deep. Spike stopped for a moment, waiting for Rarity to get used to it.

"O-Okay," Rarity panted. "I'm ready now."

Spike leaned down and then began thrusting. He started out slowly, moving carefully. After a moment, Rarity began moaning in pleasure.

"Ohhhh! It's so big and thick," she said. "Go faster, Spike."

Spike nodded and sped up, thrusting faster and plunging his shaft in deeper. Rarity rocked back and forth on the bed, panting with lust.

"Oh, yes! Yes, Spike, that's soooo good," she moaned. "It's hitting so deep! More, darling! Give me more of your hot dragon cock!"

Spike thrust harder, getting more aroused by Rarity's moans. Rarity reached up and pulled him down on top of her, burying his face into her ample cleavage. She wrapped her arms around him, her fingers digging into his back as he pumped her pussy more. She moaned loudly, holding Spike tightly.

"I-I'm going to come," she said. "Make me come, Spike! Make me coooommmmeeee!

Spike tensed and released his load into her womb just as Rarity climaxed. Spike quivered as he shot off his entire load, his shaft pulsing. They lay there for a few moments, breathing hard and sweating, Rarity's arms still wrapped around Spike. The young dragon had his head resting on her soft rack, snuggling against her. Rarity opened her eyes and smiled, stroking his head.

"Mmm. That felt wonderful, Spikey," she cooed.

"It sure did," Spike agreed.

"I wish I had realized sooner just how much I really cared about you," Rarity lamented. "I really am sorry, Spike."

"It's alright, Rarity," Spike said. "At least we're together now."

"Yes, that's true," Rarity said, stroking his face lovingly. "Listen, Spike, there's something I want you to do for me. I want you to go downstairs and make up with Twilight. You can't stay mad at her forever and she really feels bad about what she did. She really cares about you, you know."

"Yeah, you're right," Spike said. "I can't stay mad at her."

"Well, then," Rarity said. "Grab your clothes, darling, and let's go patch things up with her."

Downstairs, Twilight paced anxiously, occasionally glancing upstairs. Rarity had been up there for a good while now. Was Spike being difficult, even for her? She was tempted to go up and see how things were going, but she refrained from doing so. She had to trust that Rarity would come through. Suddenly she heard voices at the top of the stairwell. Glancing up, she saw Spike and Rarity making their way down the stairs. Twilight halted her pacing and waited for them to come down.

Spike stopped at the base of the stairs, glancing over at Twilight. For a moment, neither one made a move or said a word. Then Rarity nudged Spike, motioning him towards Twilight. The young dragon walked over towards her. He stood before her, wondering where to start.

"Spike," Twilight spoke up, tears in her eyes. "I'm so sorry! I don't care how many times I have to say it, but I will apologize for the rest of my life, if need be. Please, don't hate me."

Spike rushed forward and embraced her, surprising her.

"I don't hate you, Twilight," he said. "I could never hate you. Not after everything you've done for me. You're my friend...my family."

"Oh, Spike," Twilight said, hugging him. "I promise I'll never do anything to hurt you again. I love you."

"I love you, too, Twilight," Spike replied.

Rarity sniffed and wiped her eyes, moved by the touching moment.

"Thanks, Rarity," Twilight said, turning to her unicorn friend. "I really appreciate you helping us out."

"Well, what are friends for, darling," Rarity said.

"You two sure were up there for a good while, though," Twilight remarked.

"Well, Spikey and I were...working on some details together," Rarity said, giggling knowingly and winking at Spike.

Twilight frowned and then her eyes widened in realization.

"W-Wait a second," she gasped. "Did you two..."

"A girl never kisses and tells, darling," Rarity replied. "Well, I should probably get going." She kissed Spike and then walked past Twilight. She stopped briefly and whispered, "If you ever want to join in with us, Twilight, just let me know. I'm sure Spike won't mind."

Twilight turned bright red. Rarity waved goodbye and then left. Spike turned to Twilight, noticing her flustered look.

"You okay, Twilight," he asked. "What did Rarity say to you?"

"Um, I'll tell you later, Spike," Twilight replied. "Right now, I have some research to do. If you'll excuse me."

She walked off making her way to her study. Spike watched her go and then shrugged. All was right with the world. He had made up with Twilight, and he and Rarity were now a couple. Without question, life was good.

The End


End file.
